Mr. Stephen Barley reports
AFRICAN ENERGY ANNOUNCES PRIVATE PLACEMENT AND DEBT SETTLEMENT
African Energy Metals Inc. has agreed
to complete a non-brokered private placement of up to 10 million units at a price of five cents per unit for aggregate proceeds of up to $500,000. Each
unit will consist of one common share of the company and one share purchase
warrant of the company. Each warrant will entitle the holder thereof to acquire
one (1) additional share at a price of 10 cents per warrant share at any time
prior to 5 p.m. Vancouver time on the date that is 12 months following
the closing date.
The company plans to use the proceeds from the financing for general working capital purposes
and to assist with the reactivation of the company. In connection with the financing, the company
may pay finders' fees in cash or securities or a combination of both, as permitted by the policies
of the NEX.
The securities issued pursuant to the financing will be subject to a hold period under applicable
securities laws, which will expire four months plus one day from the date of closing of the
financing. The securities issued pursuant to the financing will also be subject to additional hold
periods with 25 per cent of the securities released four months plus one day after the closing of the
financing and 25 per cent of the securities released every four months thereafter. Closing of the
financing is subject to receipt of all necessary corporate and regulatory approvals, including
approval of the NEX.
The company also announces that it has agreed to settle $60,000 of debt owing to its consultants,
creditors and insiders by issuing one million shares at a deemed price of six cents per share. No warrants will be issued in connection with the debt settlement.
The debt settlement is subject to the approval of the NEX and all shares issued pursuant to the
debt settlement will be subject to a four-month statutory hold period. The debt settlement will
not create a new control person.
The company believes it is in the best interest of its shareholders to reduce the amount of accrued
indebtedness to improve its financial position.
Participation by directors and officers in the debt settlement will constitute a "related party
transaction" as defined under Multilateral Instrument 61-101 -- Protection of Minority Security
Holders in Special Transactions and such participation is expected to be exempt
from the formal valuation and minority shareholder approval requirements of MI 61-101 on the
basis that the fair market value of the related party debts being settled will not exceed 25 per cent of the company's market capitalization.
We seek Safe Harbor.
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